Exhibit 3.8 BY-LAWS
OF
New York Film Works, Inc.
(A New York corporation)
ARTICLE I
SHAREHOLDERS
1. CERTIFICATES REPRESENTING SHARES. Certificates representing shares shall set
forth thereon the statements prescribed by Section 508, and, where applicable,
by Section 505, 616, 620, 709, and 1002, of the Business Corporation Law of the
State of New York (the "Business Corporation Law") and by any other applicable
provision of law and shall be signed by the Chairman or a Vice-Chairman of the
Board of Directors, if any, or by the President or a Vice-President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
and may be sealed with the corporate seal or a facsimile thereof. The signatures
of the officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
corporation itself or its employee. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.
A certificate representing shares shall not be issued until the full
amount of consideration therefor has been paid except as Section 504 of the
Business Corporation Law may otherwise permit.
The corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Board of Directors may require the owner of any lost or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such certificate
or the issuance of any such new certificate.
2. FRACTIONAL SHARE INTERESTS. The corporation may issue
certificates for fractions of a share where necessary to effect transactions
authorized by the Business Corporation Law which shall entitle the holder, in
proportion to his fractional holdings,
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to exercise voting rights, receive dividends and participate in liquidating
distributions; or it may pay in cash the fair value of fractions of a share as
of the time when those entitled to receive such fractions are determined; or it
may issue scrip in registered or bearer form over the manual or facsimile
signature of an officer of the corporation or of its agent, exchangeable as
therein provided for full shares, but such scrip shall not entitle the holder to
any rights of a shareholder except as therein provided.
3. SHARE TRANSFERS. Upon compliance with provisions restricting the
transferability of shares, if any, transfers of shares of the corporation shall
be made only on the share record of the corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes due
thereon.
4. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders. Such date shall
not be more than fifty days nor less than ten days before the date of such
meeting, nor more than fifty days prior to any other action. If no record date
is fixed, the record date for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of the
business on the day next preceding the day on which notice is given, or, if no
notice is given, the day on which the meeting is held; the record date for
determining shareholders for any purpose other than that specified in the
preceding clause shall be at the close of business on the day on which the
resolution of the Board of Directors relating thereto is adopted. When a
determination of shareholders of record entitled to notice of or to vote at any
meeting of shareholders has been made as provided in this paragraph, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date under this paragraph for the adjourned
meeting.
5. MEANING OF CERTAIN TERMS. As used herein in respect of the right
to notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the Certificate of Incorporation confers such rights
where there are two or more classes or series of shares or upon which or upon
whom the Business Corporation Law confers such rights notwithstanding that the
Certificate of Incorporation may provide for more than one class or series of
shares, one or more of which are limited or denied such rights thereunder.
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6. SHAREHOLDER MEETINGS.
A. TIME. The annual meeting shall be held on the date fixed, from time to
time, by the Board of Directors, provided, that the first annual meeting shall
be held on a date within thirteen months after the formation of the corporation,
and each successive annual meeting shall be held on a date within thirteen
months after the date of the preceding annual meeting. A special meeting shall
be held on the date fixed by the Board of Directors except when the Business
Corporation Law confers the right to fix the date upon the shareholders.
B. PLACE. The annual meeting and special meeting shall be held at such
place, within or without the State of New York, as the Board of Directors may,
from time to time, fix. Whenever the Board of Directors shall fail to fix such
place, or, whenever shareholders entitled to call a special meeting shall call
the same, the meeting shall be held at the office of the corporation in the
State of New York.
C. CALL. Annual meetings may be called by the Board of Directors or by any
officer instructed by the Board of Directors to call the meeting. Special
meetings may be called in like manner except when the Board of Directors are
required by the Business Corporation Law to call a meeting, or except when the
shareholders are entitled by said Law to demand the call of a meeting.
D. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written notice of
all meetings shall be given, stating the place, date, and hour of the meeting,
and, unless it is an annual meeting, indicating that it is being issued by or at
the direction of the person or persons calling the meeting. The notice of an
annual meeting shall state that the meeting is called for the election of Board
of Directors and for the transaction of other business which may properly come
before the meeting, and shall, (if any other action which could be taken at a
special meeting is to be taken at such annual meeting) state the purpose or
purposes. The notice of a special meeting shall in all instances state the
purpose or purposes for which the meeting is called; and, at any such meeting,
only such business may be transacted which is related to the purpose or purposes
set forth in the notice. If the Board of Directors shall adopt, amend, or repeal
a by-law regulating an impending election of Board of Directors, the notice of
the meeting for election of Board of Directors shall contain the statements
prescribed by Section 601 (b) of the Business Corporation Law. If any action is
proposed to be taken which would, if taken, entitle shareholders to receive
payment for their shares, the notice shall include a statement of that purpose
and to that effect. A copy of the notice of any meeting shall be given,
personally or by first class mail, not less than ten days nor more than fifty
days before the date of the meeting, unless the lapse of the prescribed period
of time shall have been waived, to each shareholder at his record address or at
such other address which he may have furnished by request in writing to the
Secretary of the corporation. Notice by mail shall be deemed to be given when
deposited, with postage thereon prepaid, in a post office or official depository
under the exclusive care and custody of the United States post office
department. If a meeting is adjourned to another time or place, and, if an
announcement of the adjourned time or place is made at the meeting, it shall not
be necessary to give notice of the adjourned meeting unless the Board of
Directors, after adjournment, fix a new date for the adjourned meeting. Notice
of a meeting need not be given to any shareholder who
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submits a signed waiver of notice before or after the meeting. The attendance of
a shareholder at a meeting without protesting prior to the conclusion of the
meeting the lack of notice of such meeting shall constitute a waiver of notice
by him.
E. SHAREHOLDER LIST AND CHALLENGE. A list of shareholders as of the record
date, certified by the Secretary or other officer responsible for its
preparation or by the transfer agent, if any, shall be produced at any meeting
of shareholders upon the request thereat or prior thereto of any shareholder. If
the right to vote at any meeting is challenged, the inspectors of election, if
any, or the person presiding thereat, shall require such list of shareholders to
be produced as evidence of the right of the person challenged to vote at such
meeting, and all persons who appear from such list to be shareholders entitled
to vote thereat may vote at such meeting.
F. CONDUCT OF MEETING. Meetings of the shareholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if
any, the President, a Vice-President, or, if none of the foregoing is in office
and present and acting, by a Chairman to be chosen by the shareholders. The
Secretary of the corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the Chairman of the meeting shall appoint a secretary of
the meeting.
G. PROXY REPRESENTATION. A shareholder may authorize another person or
persons to act for him by proxy in all matters in which a shareholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy
shall be valid after the expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by the
Business Corporation Law.
H. INSPECTORS - APPOINTMENT. The Board of Directors, in advance of any
meeting, may, but need not, appoint one or more inspectors to act at the meeting
or any adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, if any, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all shareholders. On request of
the person presiding at the meeting or any shareholder, the inspector or
inspectors, if any, shall make a report in
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writing of any challenge, question or matter determined by him or them and
execute a certificate of any fact found by him or them.
I. QUORUM. Except for a special election of Board of Directors pursuant to
Section 603 (b) of the Business Corporation Law, and except as herein otherwise
provided, the holders of a majority of the outstanding shares shall constitute a
quorum at a meeting of shareholders for the transaction of any business. When a
quorum is once present to organize a meeting, it is not broken by the subsequent
withdrawal of any shareholders. The shareholders present may adjourn the meeting
despite the absence of a quorum.
J. VOTING. Each share shall entitle the holder thereof to one vote. In the
election of Board of Directors, a plurality of the votes cast shall elect. Any
other action shall be authorized by a majority of the votes cast except where
the Business Corporation Law prescribes a different proportion of votes.
7. SHAREHOLDER ACTION WITHOUT MEETINGS. Whenever shareholders are
required or permitted to take any action by vote, such action may be taken
without a meeting on written consent, setting forth the action so taken, signed
by the holders of all shares.
ARTICLE II
GOVERNING BOARD
1. FUNCTIONS AND DEFINITIONS. The business of the corporation shall
be managed under the direction of a governing board, which is herein referred to
as the "Board of Directors" or "Board of Directors" notwithstanding that the
members thereof may otherwise bear the titles of trustees, managers, or
governors or any other designated title, and notwithstanding that only one
director legally constitutes the Board. The word "director" or "Board of
Directors" likewise herein refers to a member or to members of the governing
board notwithstanding the designation of a different official title or titles.
The use of the phrase "entire board" herein refers to the total number of Board
of Directors which the corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be at least
eighteen years of age. A director need not be a shareholder, a citizen of the
United States, or a resident of the State of New York. The Board of Directors
shall consist of no fewer than three, except that, where all the shares are
owned beneficially and of record by less than three shareholders, the number of
Board of Directors may be less than three but not less than the number of such
shareholders. Subject to the foregoing limitation and except for the first Board
of Directors, such number may be fixed from time to time by action of the
shareholders or of the Board of Directors. The number of the Board of Directors
may be increased or decreased by action of the shareholders or of the Board of
Directors, provided that any action of the Board of Directors to effect such
increase or decrease shall require the vote of a majority of the entire Board.
No decrease shall shorten the term of any incumbent director.
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3. ELECTION AND TERM. The first Board of Directors shall be elected
by the incorporator or incorporators and shall hold office until the first
annual meeting of shareholders and until their successors have been elected and
qualified. Thereafter, Board of Directors who are elected at an annual meeting
of shareholders, and Board of Directors who are elected in the interim by the
shareholders to fill vacancies and newly created directorships, shall hold
office until the next annual meeting of shareholders and until their successors
have been elected and qualified; and Board of Directors who are elected in the
interim by the Board of Directors to fill vacancies and newly created
directorships shall hold office until the next meeting of shareholders at which
the election of Board of Directors is in the regular order of business and until
their successors have been elected and qualified. In the interim between annual
meetings of shareholders or of special meetings of shareholders called for the
election of Board of Directors, newly created directorships and any vacancies in
the Board of Directors, including vacancies resulting from the removal of Board
of Directors for cause or without cause, may be filled by the vote of the
remaining Board of Directors then in office, although less than a quorum exists.
4. MEETINGS.
A. TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the Board of Directors may conveniently assemble.
B. PLACE. Meetings shall be held at such place within or without the State
of New York as shall be fixed by the Board.
C. CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, of the President, or of a majority of the
Board of Directors in office.
D. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the Board of
Directors thereat. The notice of any meeting need not specify the purpose of the
meeting. Any requirement of furnishing a notice shall be waived by any director
who signs a waiver of notice before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to him.
E. QUORUM AND ACTION. A majority of the entire Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the Board of Directors in office shall constitute a quorum, provided
such majority shall constitute at least one-third of the entire Board. A
majority of the Board of Directors present, whether or not a quorum is present,
may adjourn a meeting to another time and place. Except as herein otherwise
provided, the act of the Board shall be the act, at a meeting duly assembled, by
vote of a majority of the Board of Directors present at the time of the vote, a
quorum being present at such time.
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Any one or more members of the Board of Directors or of any committee
thereof may participate in a meeting of said Board or of any such committee by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time, and
participation by such means shall constitute presence in person at the meeting.
F. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the President, if
present and acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF BOARD OF DIRECTORS. Any or all of the Board of
Directors may be removed for cause or without cause by the shareholders. One or
more of the Board of Directors may be removed for cause by the Board of
Directors.
6. COMMITTEES. Whenever the Board of Directors shall consist of more
than three members, the Board of Directors, by resolution adopted by a majority
of the entire Board of Directors, may designate from their number three or more
Board of Directors to constitute an Executive Committee and other committees,
each of which, to the extent provided in the resolution designating it, shall
have the authority of the Board of Directors with the exception of any authority
the delegation of which is prohibited by Section 712 of the Business Corporation
Law.
7. WRITTEN ACTION. Any action required or permitted to be taken by
the Board of Directors or by any committee thereof may be taken without a
meeting if all of the members of the Board of Directors or of any committee
thereof consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents thereto by the members of the
Board of Directors or any such committee shall be filed with the minutes of the
proceedings of the Board of Directors or of any such committee.
ARTICLE III
OFFICERS
The Board of Directors may elect or appoint a Chairman of the Board of
Directors, a President, one or more Vice-Presidents, a Secretary, one or more
Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such
other officers as they may determine. The President may but need not be a
director. Any two or more offices may be held by the same person except the
offices of President and Secretary; however, when all of the issued and
outstanding shares of the corporation are owned by one person, such person may
hold all or any combination of offices.
Unless otherwise provided in the resolution of election or appointment,
each officer shall hold office until the meeting of the Board of Directors
following the next annual meeting of shareholders and until his successor has
been elected and qualified.
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Officers shall have the powers and duties defined in the resolutions
appointing them.
The Board of Directors may remove any officer for cause or without cause.
ARTICLE IV
STATUTORY NOTICES TO SHAREHOLDERS
The Board of Directors may appoint the Treasurer or other fiscal officer
and/or the Secretary or any other officer to cause to be prepared and furnished
to shareholders entitled thereto any special financial notice and/or any
financial statement, as the case may be, which may be required by any provision
of law, and which, more specifically, may be required by Sections 510, 511, 515,
516, 517, 519, and 520 of the Business Corporation Law.
ARTICLE V
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of the shareholders, of the
Board of Directors, and/or any committee which the Board of Directors may
appoint, and shall keep at the office of the corporation in the State of New
York or at the office of the transfer agent or registrar, if any, in said state,
a record containing the names and addresses of all shareholders, the number and
class of shares held by each, and the dates when they respectively became the
owners of record thereof. Any of the foregoing books, minutes, or records may be
in written form or in any other form capable of being converted into written
form within a reasonable time.
ARTICLE VI
CORPORATE SEAL
The corporate seal, if any, shall be in such form as the Board of
Directors shall prescribe.
ARTICLE VII
FISCAL YEAR
The first fiscal year of the corporation shall be fixed, and shall be
subject to change from time to time, by the Board of Directors.
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ARTICLE VIII
CONTROL OVER BY-LAWS
The shareholders entitled to vote in the election of Board of Directors or
the Board of Directors upon compliance with any statutory requisite may amend or
repeal the By-Laws and may adopt new By-Laws, except that the Board of Directors
may not amend or repeal any By-Law or adopt any new By-Law, the statutory
control over which is vested exclusively in the said shareholders or in the
incorporators. By-Laws adopted by the incorporators or Board of Directors may be
amended or repealed by the said shareholders.
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Dated: June, 2000
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